Legend Fighting Championship

Investment Overview

December 2012

2

Executive Summary

• SPT is proposing to invest up to $3M to acquire a minority equity interest in Legend Fighting Championship (“Legend”), a multi-media MMA sports and entertainment franchise based in Hong Kong

– In October, SPENA obtained exclusive broadcast rights for Legend events through August 2013 for its region. This proposed equity investment would enable SPENA to secure first refusal rights to future Legend broadcast rights in SE Asia

– Due to the speculative nature of the deal, we are taking a conservative investment approach and therefore no path to control is currently being negotiated

• Legend is an MMA sports and entertainment franchise geared towards men in the 18 to 34 age group

– Founded in 2010 by two young entrepreneurs – a former investment banker and a consultant

– Organized 4 events in 2012 and 10 events since inception, with ~10 fights per event

– Events are broadcast in over 150 countries. Broadcast partners include ESPN, AXN, CTV, SMG and Sina

– Operates as a start-up since its founding with 2012E revenue of $0.9M. Break-even is expected by calendar year end 2014 in Management Case and 2016 in SPT Case

– First round Series A investment of $4.05mm was made in July 2011 led by the Chernin Group at a $12.7M post money equity valuation

• SPT is proposing to make an equity investment in Legend of up to $3M in cash in FY14

– Preliminary pre-money valuation of $13M, approximately flat to last Series A round

– Preliminary implied SPT equity ownership in Legend of approximately 16%

– Expected Series B total round of approximately $5.5M with up to $3M to be funded by SPT

– Deepwater mark of $3M and IRR of 53% in Management Case and 19.5% in SPT Case

– All new money expected to invest at the same valuation in this Series B round. Chernin Group has expressed desire to avoid dilution; Legend expects Chernin Group to invest approximately 1/3 of the total Series B round

• There is a significant valuation gap between SPT’s view and Legend’s expectations

– Legend sent SPT a suggested post-Series B cap table which implies a $21M-$25M valuation based on $5M-$6M expected Series B proceeds. Legend also sent SPT a DCF valuation which shows an NPV of $68M

– Based on Legend’s suggested cap table and expected proceeds, SPT’s $3M investment would acquire 11% of equity (vs. 16% implied by SPT’s valuation)

3

Summary of Opportunity & Risks

• SPT has an opportunity to acquire a minority equity interest in Legend, creating strategic benefits

– In October, SPENA obtained exclusive broadcast rights for Legend events through August 2013. These fights are particularly popular with males aged 18 - 34 and enhance AXN’s focus on action and adventure

– This proposed equity investment would enable SPENA to secure first refusal rights to future Legend broadcast rights in SE Asia

– Opportunities to secure broadcast rights in other territories (India, Japan, etc.)

– Possible collaboration on other fight-based TV series

– Use interest in MMA to further develop SPENA’s relationship with regional broadcast partners (MNC, Astro, ABS CBN)

– Participate in the equity upside of a growing sports and entertainment franchise

• There are inherent risks in Legend’s business plan

– Expansion to new markets, including SE Asia and mainland China. All of Legend’s past events have been held in the Hong Kong/Macau area

– Increases in the number of events and event attendance

– Competition from UFC and other regional competitors (ONE and Ruff)

– Ability to produce profitable events and potential future funding needs

• We believe that the carriage benefit to AXN can offset some of the investment downside risk

– AXN broadcast deal for Mongolia and SE Asia/Pacific Region ends in October 31, 2013, with rights of first refusal expected thereafter

– AXN also receives 20 ring side VIP tickets and 20 viewer tickets per event

– AXN compensates Legend with ad sharing revenue. After October 2013, Legend expects the agreement to be renewed at $50K compensation per event

4

Legend Fighting Championship

• Established in 2010, Legend Fighting Championship is the Asia-Pacific championship of mixed martial arts

– High-quality events targeting males age 18-34

– Freestyle tournament allows fighters to engage using interdisciplinary martial arts skills

– Exclusive contracts with 53 high-ranked fighters; contracts generally capture 5-6 fights which usually span over 2 years

– Held 4 events in 2012 (~10 fights per event) in China and Macau

– SPT (AXN) currently has a licensing deal with Legend for Mongolia and SE Asia/Pacific Region

• Since its inception, Legend has grown rapidly, with TV broadcast deals expanding from Asia to the Middle East, Africa and the Americas

– 32 Broadcast partners reach 279 million homes in 152 countries

– 600MM viewers in China alone

– Over 1,000 articles in press

– Both PPV and pay TV models

• Mixed martial arts is gaining a larger share of the sports broadcasting market and growing rapidly

– Combat sports is the 5th largest televised sport in China and the fastest growing (46% CAGR over the last three years)

– Familiarity with martial arts makes Asia a high-growth market

– Success of UFC has shown mixed martial arts to be both scalable and highly profitable

• Ownership

– Founders Chris Pollak and Mike Haskamp: 60%

– CA Media (Peter Chernin): 30%

– Employee options: 6%

– Individual friends/family: 4%

5

Competitor Profile – UFC

• U.S. based company; largest MMA organization

• Holds over 30 events per year

• Recently signed a 7-year U.S. deal with Fox for ~$90MM per year

Asia Strategy:

• Overall expansion strategy to increase the number of market-specific live events and find a major broadcasting regional partner

• Believes China to be a long-term target market with “tremendous potential”

• Has been gaining traction in Asian market with recent events in Japan and Macau

– February 2012 event in Japan was successful (15,000 attendees and 375,000 PPV buys)

– UFC is planning a new event in Japan, which is a mature MMA market, in March 2013

– November 2012 event in Macau surpassed expectations

– Macau event was a sell-out with almost 8,500 attendees

• Currently in talks with a major Chinese broadcaster

– Preparing locally relevant product

– Prime time fights with both UFC and local fighters

• UFC is targeting 4-8 events per year in Asia

– Japan and South Korea will be the base

– Also planning annual events in other main markets in Asia

• UFC has recently reached out to Legend to initiate potential acquisition discussions. No specific terms have been discussed

• UFC has also demonstrated interest in Legend fighters

• UFC presents a threat to Legend in terms of attracting top fighters and offering China TV networks lucrative deals that Legend may not be able to match

Source: http://www.mmafighting.com/2012/10/25/3554742/next-step-in-ufc-expansion-market-specific-live-events

6

Legend Distribution

7

Preliminary Deal Terms

• Preliminary $13M pre-money equity valuation, approximately flat to prior Series A round

– Series A round was funded in July 2011 at a post-money equity valuation of $12.7M led by the Chernin Group

• SPT is proposing to invest up to $3M in cash in FY14

– Expected funding in April 2013

– Preliminary pre-money equity valuation of $13M, approximately flat to last Series A round

– Preliminary implied SPT equity ownership in Legend of approximately 16%

– Expected Series B total round of approximately $5.5M, with up to $3M to be funded by SPT

– AXN has broadcasting rights through October 31, 2013 and is expected to have rights of first refusal thereafter

– All new money expected to invest at the same valuation in this Series B round. Chernin Group has expressed desire to avoid dilution; Legend expects Chernin Group to invest approximately 1/3 of the total Series B round

• Legend is also seeking a major Chinese media organization to participate in this round of funding alongside SPT and Chernin Group

• In terms of current liquidity, Legend has cash to sustain operations through May 2013

• Funding proceeds to be used for general business expansion including committing to a calendar of events, adding sales and business development staff , establishing and managing ancillary programming, website development, and cash in hand for contingencies

• Legend to issue to SPT Series B Preferred Shares convertible to common stock

• After five years, SPT to have exit options – ability to force a sale of Legend

8

SPT Expected Returns

• We have calculated the expected returns for SPT using the following assumptions:

– Investment date: April 1, 2013

– SPT invests $3M of $5.5M total Series B round and receives 16.2% equity ownership in Legend

– Terminal Value calculated based on 8x 2017 terminal EBITDA multiple

– No dividend payments assumed until exit in calendar year end 2017;

– No new equity funding expected post the Series B round based on projections in both cases

($000s)

Management Case 2013 Stub* CY2014E CY2015E CY2016E CY2017E

EBIT ($1,303) $847 $4,462 $9,086 $14,048

Less: Taxes 0 140 736 1,499 2,318

EBIT after Taxes ($1,303) $708 $3,726 $7,587 $11,730

Less: Change in Working Capital 54 192 253 276 288

Less: Capital Expenditures 15 21 22 23 24

Plus: Depreciation and Amortization 15 21 22 23 24

Net Free Cash Flows ($1,358) $516 $3,472 $7,311 $11,442

Total Investment - Series B $5,500 $0 $0 $0 $0

Net Cumulative Cash Flows $4,142 $4,658 $8,131 $15,442 $26,884

SPT Free Cash Flows $0 $0 $0 $0 $4,360

SPT Investment ($3,000) $0 $0 $0 $0

Terminal Value $0 $0 $0 $0 $112,590

Terminal Value to SPT $0 $0 $0 $0 $18,258

SPT Total Cash Flow ($3,000) $0 $0 $0 $22,617

SPT Cumulative Cash Flow ($3,000) ($3,000) ($3,000) ($3,000) $19,617

Summary

NPV of SPT Cash Flows $1,252.6

NPV of Terminal Value $5,246.0

Initial Investment ($3,000.0)

Investment NPV $3,499

Investment IRR 53.0%

DWM ($3,000)

WACC 30.0%

* Stub period for 4/1/2013-12/31/2013

($000s)

SPT Case 2013 Stub* CY2014E CY2015E CY2016E CY2017E

EBIT ($987) ($832) ($70) $2,196 $5,783

Less: Taxes 0 0 0 362 954

EBIT after Taxes ($987) ($832) ($70) $1,834 $4,829

Less: Change in Working Capital 17 59 49 145 204

Less: Capital Expenditures 24 32 32 32 32

Plus: Depreciation and Amortization 15 21 22 23 24

Net Free Cash Flows ($1,013) ($903) ($130) $1,680 $4,617

Total Investment - Series B $5,500 $0 $0 $0 $0

Net Cumulative Cash Flows $4,487 $3,585 $3,455 $5,135 $9,752

SPT Free Cash Flows $0 $0 $0 $0 $1,581

SPT Investment ($3,000) $0 $0 $0 $0

Terminal Value $0 $0 $0 $0 $33,433

Terminal Value to SPT $0 $0 $0 $0 $5,422

SPT Total Cash Flow ($3,000) $0 $0 $0 $7,003

SPT Cumulative Cash Flow ($3,000) ($3,000) ($3,000) ($3,000) $4,003

Summary

NPV of SPT Cash Flows $454.4

NPV of Terminal Value $1,557.8

Initial Investment ($3,000.0)

Investment NPV ($988)

Investment IRR 19.5%

DWM ($3,000)

WACC 30.0%

* Stub period for 4/1/2013-12/31/2013

9

Long-Term Business Plan – Case Comparison

• In order to construct the SPT Case, we made the following changes to the Management Case :

Events:

– Total events in 2013 through 2017 reduced from 57 in Management Case reduced to 34 in SPT Case

– 4 vs. 6 events projected in 2013 as the January event is currently off schedule and the first upcoming event is the #2 event in the plan (March 2013)

– MMA in the region may currently lack the necessary popularity for more events- competitors Ruff and ONE have each held 5 to 6 events in total since their founding in 2010 and 2011, respectively; UFC projects 4-8 events per year in Asia

Attendance:

– Average number of attendees gradually reduced by 69% starting in 2013 down to 43% reduction in 2017

– Legend events have historically attracted an average of 1K people per event and the SPT case assumes a slower ramp up

Sponsorship

– Lower sponsorship revenue by 56% over the forecast period

– Legend has not historically had a meaningful sponsor. All major sponsorship revenues have been received in exchange for revenue sharing, which is not the model incorporated in the plan

Personnel

– Two additional mid-level personnel added in 2014 to accommodate expected growth

• Based on the above assumptions, total 2013-2017 revenue was reduced 60% and EBITDA was reduced 78% in the SPT Case compared to the Management Case

Operational Statistics Comparison($000s) CY2013 CY2014 CY2015 CY2016 CY2017 Total

Number of events

Management Case 6 9 12 14 16 57

SPT Case 4 6 6 8 10 34

Variance (2) (3) (6) (6) (6) (23)

Variance (%) -33.3% -33.3% -50.0% -42.9% -37.5% -40.4%

Attendence per Event

Management Case 4,707 5,000 7,500 9,000 10,000 NMF

SPT Case 1,478 2,070 2,898 4,057 5,679 NMF

Variance (3,228) (2,930) (4,602) (4,943) (4,321) NMF

Variance (%) -68.6% -58.6% -61.4% -54.9% -43.2%

Sponsorship Revenue

Management Case 1,179 3,510 5,940 8,400 10,400 29,429

SPT Case 760 1,140 1,870 3,600 5,500 12,870

Variance (419) (2,370) (4,070) (4,800) (4,900) (16,559)

Variance (%) -35.6% -67.5% -68.5% -57.1% -47.1% -56.3%

Number of Employees

Management Case 12 12 12 12 NMF

SPT Case 12 14 14 14 NMF

Variance 0 2 2 2 NMF

Variance (%) 0.0% 16.7% 16.7% 16.7%

Financial Impact($000s) CY2013 CY2014 CY2015 CY2016 CY2017 Total

Revenue

Management Case 2,774 7,814 14,485 21,746 29,328 76,147

SPT Case 1,454 2,998 4,292 8,118 13,492 30,353

Variance (1,320) (4,816) (10,193) (13,628) (15,837) (45,794)

Variance (%) -47.6% -61.6% -70.4% -62.7% -54.0% -60.1%

EBITDA

Management Case (1,717) 869 4,485 9,111 14,074 26,821

SPT Case (1,295) (811) (47) 2,221 5,809 5,877

Variance 423 (1,680) (4,533) (6,890) (8,265) (20,944)

Variance (%) -24.6% -193.3% -101.1% -75.6% -58.7% -78.1%

10

Next Steps

• Reach agreement with sellers on key terms

• Conduct due diligence

• Negotiate long forms

• Prepare RAD / obtain SPE approvals

• Execute long forms

• Closing

11

Appendix

12

Long-Term Business Plan – Management Case

CY10 CY11 CY12 CY13 CY14 CY15 CY16 CY17

FX: HKD/USD 7.8 Actual Actual Forecast Forecast Forecast Forecast Forecast Forecast

($000s)

Number of Events 3 3 4 6 9 12 14 16

Revenues

Gate Revenue 107 56 117 1,296 2,827 6,462 10,177 14,359

Sponsorship 2 727 654 1,179 3,510 5,940 8,400 10,400

Licensing 50 204 99 282 1,134 1,680 2,688 3,936

Merchandise 1 0 4 4 29 87 162 308

Other Income (1) 161 0 12 314 317 319 326

Total Revenues 159 1,149 874 2,774 7,814 14,485 21,746 29,328

Y/Y Growth 11505.8% 624.2% -24.0% 217.5% 181.7% 85.4% 50.1% 34.9%

Revenues

Gate Revenue 67.5% 4.9% 13.3% 46.7% 36.2% 44.6% 46.8% 49.0%

Sponsorship 1.2% 63.2% 74.9% 42.5% 44.9% 41.0% 38.6% 35.5%

Licensing 31.5% 17.8% 11.3% 10.2% 14.5% 11.6% 12.4% 13.4%

Merchandise 0.5% 0.0% 0.4% 0.1% 0.4% 0.6% 0.7% 1.0%

Other Income -0.8% 14.0% 0.0% 0.4% 4.0% 2.2% 1.5% 1.1%

Cost of Revenues

Event Expenses 689 1,290 2,052 3,254 5,518 8,444 10,937 13,418

Gross Profit (531) (141) (1,178) (479) 2,296 6,041 10,809 15,910

Gross Margin -334.4% -12.3% -134.8% -17.3% 29.4% 41.7% 49.7% 54.2%

Personnel 83 281 455 670 784 886 995 1,103

SG&A 50 388 444 568 643 669 704 733

EBITDA (663) (810) (2,077) (1,717) 869 4,485 9,111 14,074

Depreciation 3 9 19 21 22 23 24 26

EBIT (666) (819) (2,096) (1,738) 847 4,462 9,086 14,048

Cumulative EBIT (706) (1,525) (3,622) (5,360) (4,512) (50) 9,036 23,084

Taxes - - - - 140 736 1,499 2,318

Net Income (666) (819) (2,096) (1,738) 708 3,726 7,587 11,730

13

Long-Term Business Plan – SPT Case

CY10 CY11 CY12 CY13 CY14 CY15 CY16 CY17

FX: HKD/USD 7.8 Actual Actual Forecast Forecast Forecast Forecast Forecast Forecast

($000s)

Number of Events 3 3 4 4 6 6 8 10

Revenues

Gate Revenue 107 56 117 491 780 1,248 2,621 5,097

Sponsorship 2 727 654 760 1,140 1,870 3,600 5,500

Licensing 50 204 99 188 756 840 1,536 2,460

Merchandise 1 0 4 3 8 17 42 109

Other Income (1) 161 0 12 314 317 319 326

Total Revenues 159 1,149 874 1,454 2,998 4,292 8,118 13,492

Y/Y Growth 11505.8% 624.2% -24.0% 66.4% 106.2% 43.1% 89.2% 66.2%

Revenues

Gate Revenue 67.5% 4.9% 13.3% 33.8% 26.0% 29.1% 32.3% 37.8%

Sponsorship 1.2% 63.2% 74.9% 52.3% 38.0% 43.6% 44.3% 40.8%

Licensing 31.5% 17.8% 11.3% 12.9% 25.2% 19.6% 18.9% 18.2%

Merchandise 0.5% 0.0% 0.4% 0.2% 0.3% 0.4% 0.5% 0.8%

Other Income -0.8% 14.0% 0.0% 0.9% 10.5% 7.4% 3.9% 2.4%

Cost of Revenues

Event Expenses 689 1,290 2,052 1,518 2,418 2,769 4,188 5,829

Gross Profit (531) (141) (1,178) (64) 581 1,523 3,930 7,662

Gross Margin -334.4% -12.3% -134.8% -4.4% 19.4% 35.5% 48.4% 56.8%

Personnel 83 281 455 663 748 901 1,005 1,120

SG&A 50 388 444 568 643 669 704 733

EBITDA (663) (810) (2,077) (1,295) (811) (47) 2,221 5,809

Depreciation 3 9 19 21 22 23 24 26

EBIT (666) (819) (2,096) (1,315) (832) (70) 2,196 5,783

Cumulative EBIT (706) (1,525) (3,622) (4,937) (5,770) (5,840) (3,644) 2,140

Taxes - - - - - - 362 954

Net Income (666) (819) (2,096) (1,315) (832) (70) 1,834 4,829

14

Industry Overview

• Commercialization of sports has created tremendous value for investors

– Sports team valuations have consistently outperformed the S&P 500 over the past 20 years

– Viewing trends (DVRs, ad skipping) continue to increase the value of live events rights

– Clear demographic (males 18-34) is attractive to advertisers

• Asia is the home of many martial arts and continues to hold significant growth potential

– Martial arts make up a considerable portion of Asia’s cultural identity and is widely embraced by the public

– China spends just 0.05% of GDP on sports; U.S. spending is 7 times higher

Hours of Sports Programming in China

Sport 2008 2011 CAGR

Football 26,601 23,402 -4.2%

Basketball 11,215 8,283 -9.6%

Snooker 2,173 4,109 23.7%

Tennis 4,355 3,766 -4.7%

Combat Sports 1,098 3,444 46.4%

Ping Pong 1,513 2,126 12.0%

Badminton 1,824 1,797 -0.5%

Volleyball 1,216 1,626 10.2%

Motorsports 1,307 1,008 -8.3%

Golf 1,070 999 -2.3%

• Combat sport is the 5th most popular TV sport in China and growing at a 46% CAGR

– No specific MMA brand has emerged as a market leader

– Legend appears to be in a prime position to take on this role, with over 1,000 articles in Bloomberg, the Wall Street Journal, Esquire, CNN and other publications.

• Education is needed for MMA to achieve U.S.-level acceptance in Asia

– As MMA is different than other sporting events that Asians have been exposed to, the industry will need to:

o Educate viewers on what to expect

o Hold multiple events in the same city to establish enthusiasm and drive viewership

15

Competitors – Other (Non-UFC)

• Self described as “Asia’s largest MMA event”

• Founded in 2011, based in Singapore

• Has held 6 events since founding

• Broadcasts to 28 countries in Asia

• Has 10-year broadcast deal with ESPN

• Rank Ultimate Fighting Federation

• Founded in 2010; based in Shanghai

• Has held 5 events since founding

• Partners with China’s General Administration of Sports

• Televised locally – only broadcast in venue city

• Allows only Chinese residents to compete

16

Valuation

• Pre-money value of $13mm based on the SPT Case using an 8x terminal multiple and perpetuity growth of 6%

(000s) Low Average High

Terminal Multiple Method $12,500 $16,200 $19,900

Perpetuity Growth Method $5,800 $9,350 $12,900

Concluded Enterprise Value (Control) $9,150 $12,775 $16,400

Terminal Value Method

NPV of Cash Flows $1,010 Enterprise Value

Terminal Year EBITDA (FY2017E) $5,809 Terminal Exit Multiple

Terminal Multiple 8.0x $15,757 7.0x 7.5x 8.0x 8.5x 9.0x

Terminal Value $46,473 20.0% $20,057 $21,365 $22,673 $23,981 $25,289

Present Value of Terminal Value $14,747 25.0% 16,659 17,753 18,847 19,942 21,036

% of Enterprise Value 93.6% 30.0% 13,913 14,835 15,757 16,678 17,600

Enterprise Value $15,757 35.0% 11,676 12,458 13,239 14,021 14,802

Implied EV as a Multiple of 2013E EBITDA NMF 40.0% 9,840 10,507 11,173 11,840 12,506

Implied EV as a Multiple of 2014E EBITDA NMF

Implied Perpetuity Growth Rate 18.3% EV Range $12,500 -- $19,900

Perpetuity Growth Method

NPV of Cash Flows $1,010 Enterprise Value

FCF (FY 2017E) $4,617 Perpetuity Growth Rate

Perpetuity Growth Rate 6.0% $8,388 4.0% 5.0% 6.0% 7.0% 8.0%

Terminal Value $20,393 20.0% $16,549 $17,688 $18,990 $20,492 $22,244

Present Value of Terminal Value $7,378 25.0% 10,971 11,550 12,189 12,900 13,695

% of Enterprise Value 88.0% 30.0% 7,692 8,026 8,388 8,781 9,210

Enterprise Value $8,388 35.0% 5,579 5,788 6,012 6,252 6,510

Implied EV as a Multiple of 2013E EBITDA NMF 40.0% 4,131 4,270 4,418 4,574 4,740

Implied EV as a Multiple of 2014E EBITDA NMF

Implied Terminal EBIT Multiple 3.5x EV Range $5,800 -- $12,900

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17

WACC – Venture Capital

• We selected a WACC of 30% based on the expansion/2nd stage of the Company

Stage 5-Year IRR 10-Year IRR 20-Year IRR

Seed/Early Stage 51.4% 34.9% 20.4%

Balanced 20.9% 20.9% 14.3%

Late Stage 10.6% 21.6% 15.3%

All ventures 28.3% 26.3% 16.6%

Source: AICPA - Valuation of Privately-Held-Company Equity Securities Issued as Compensation (2004).

Stage IRR

Early Stage > 45.0%

Expansion > 35.0%

Acquisition / Buyout > 35.0%

Source: Determinants of Required Return in Venture Capital Investments by Sophie Manigart and Karen De Warle.

Stage IRR

Seed Stage 70.0%

Startup 55.0%

3rd Stage 43.0%

4th Stage 37.0%

Exit Stage 35.0%

Source: A Portfolio Model for Venture Capital Performance Measurement and Investment Selection by Terry Dornay.

Stage IRR

Early Stage 50.0%

Source: Private Capital In the Pacific Northwest by William S. Hannonan.

Stage IRR

Seed 60.0%

Start-Up 50.0%

Early-Stage 40.0%

2nd Stage 30.0%

Near Exit 25.0%

Source: From the Mind of the Investor presented at the UNC Pembroke Entrepreneurial Summit, March 12, 2009.

Stage

Plummer Study

Start-up 50.0% to 70.0%

First Stage or "Early Development" 40.0% to 60.0%

Second Stage or "Expansion" 35.0% to 50.0%

Bridge / IPO Stage 25.0% to 35.0%

Source: AICPA - Valuation of Privately-Held-Company Equity Securities Issued as Compensation (2004).

20.0% to 35.0%

IRR Range

Scherlis &Sahlman Study

50.0% to 70.0%

40.0% to 60.0%

30.0% to 50.0%

18

WACC – Industry

• We have also reviewed industry WACC for comparable companies which provide live entertainment

• As the comparable companies are much larger and more established, we have used Venture Capital WACC for valuation purposes

Comparable Company WACC Analysis ($ in millions)

Company

Headquarter

Country Debt

Preferred

Stock

Equity Market

Value Total Capitalization

Debt to Equity

Market Value

Debt to Total

Capitalization

Preferred Stock to

Total Capitalization

Equity Market

Value to Total

Capitalization

Cedar Fair, L.P. United States $1,566.5 $0.0 $1,807.2 $3,373.7 46.4% 46.4% 0.0% 53.6%

International Speedway Corp. United States 298.7 0.0 1,279.5 1,578.2 18.9% 18.9% 0.0% 81.1%

Live Nation Entertainment, Inc. United States 1,746.0 0.0 1,782.5 3,528.5 49.5% 49.5% 0.0% 50.5%

Six Flags Entertainment Corporation United States 955.0 0.0 3,207.7 4,162.7 22.9% 22.9% 0.0% 77.1%

Speedway Motorsports Inc. United States 529.2 0.0 746.4 1,275.6 41.5% 41.5% 0.0% 58.5%

Vail Resorts Inc. United States 490.4 0.0 1,917.7 2,408.1 20.4% 20.4% 0.0% 79.6%

The Walt Disney Company United States 14,595.0 0.0 88,499.8 103,094.8 14.2% 14.2% 0.0% 85.8%

World Wrestling Entertainment Inc. United States 0.0 0.0 608.5 608.5 0.0% 0.0% 0.0% 100.0%

Median $742.1 $0.0 $1,794.8 $2,890.9 21.7% 21.7% 0.0% 78.3%

Mean $2,522.6 $0.0 $12,481.2 $15,003.8 26.7% 26.7% 0.0% 73.3%

Company

Risk Free

Rate

Levered

Beta

Unlevered

Beta

Equity Risk

Premium

Size

Premium

Cost of

Equity

Cost of

Debt WACC

Cedar Fair, L.P. 1.8% 1.2 1.0 6.6% 1.7% 11.8% 7.1% 8.3%

International Speedway Corp. 1.8% 1.1 1.0 6.6% 1.8% 10.9% 4.5% 9.3%

Live Nation Entertainment, Inc. 1.8% 1.9 1.5 6.6% 1.7% 16.4% 7.2% 10.4%

Six Flags Entertainment Corporation 1.8% 1.2 1.0 6.6% 1.2% 10.8% 5.3% 9.1%

Speedway Motorsports Inc. 1.8% 1.2 0.9 6.6% 1.8% 11.3% 7.5% 8.5%

Vail Resorts Inc. 1.8% 1.5 1.4 6.6% 1.7% 13.7% 6.9% 11.7%

The Walt Disney Company 1.8% 1.2 1.1 6.6% (0.4%) 9.2% 3.9% 8.2%

World Wrestling Entertainment Inc. 1.8% 0.6 0.6 6.6% 2.5% 8.6% NA 8.6%

Median 1.8% 1.2 1.0 6.6% 1.7% 11.1% 6.9% 8.8%

Mean 1.8% 1.3 1.1 6.6% 1.5% 11.6% 6.1% 9.3%

Assumptions

Unlevered Beta (Βu) 1.0 Peer group median

Calculated Levered Beta (Βu) 1.0 Calculated Levered Beta = Industry Adjusted Average Unlevered Beta * (1+[(1-Tax Rate) * Target Total Debt / Equity Value])

Market Premium (Rm-Rf) 6.6% Based on simple differences of historical large company stock total returns and government bond income returns

Equity Size Premium (Rs) 6.1% Size premium for companies with equity values in the 10th decile from Ibbotson

Company Specific Premium 0.0% SPE Team Risk Adjustment

Country Risk Premium 1.1% China Risk Premium, Damodaran

Risk-Free Rate (Rf) 3.0% Based on 30-year Treasury Bond as of 12/19/2012

Pre-Tax Cost of Debt (Rd) 6.9% Peer group median

Assumed Marginal Corporate Tax Rate (T) 16.5% Hong Kong Tax Rate

Equity as a Percentage of Total Capital 100.0% No leverage expected to be raised given the CF position of the company

Debt as a Percentage of Total Capital 0.0% No leverage expected to be raised given the CF position of the company

Calculation of WACC:

Cost of Equity (CAPM) Ke = (Levered Beta * Market Premium) + Size Premium + Risk Free Rate + Country Premium

Ke = 16.9%

Cost of Debt Kd = Pre-tax Cost of Debt * (1-Tax Rate)

Kd = 5.7%

WACC WACC = 16.9% % of Debt to Total Capital * Tax Effected Cost of Debt (Kd) + % Equity to Total Capital * Cost of Equity (Ke)

19

Public Company Comparables

Public Company Comparables

Valuation Size

Enterprise Value / 12/19/2012

Revenue EBITDA Enterprise Market LTM

LTM CY'12 CY'13 LTM CY'12 CY'13 Value Capitalization Revenue

Live Entertainment

Cedar Fair, L.P. 3.0x 3.1x 3.0x 8.6x 8.4x 8.1x $3,284 $1,814 $1,084

International Speedway Corp. 2.3x 2.4x 2.3x 7.2x 7.4x 7.0x $1,444 $1,233 $615

Live Nation Entertainment, Inc. 0.5x 0.5x 0.5x 7.2x 7.0x 6.2x $2,912 $1,739 $5,568

Six Flags Entertainment Corporation 4.1x 4.1x 3.9x 12.4x 11.5x 10.8x $4,334 $3,199 $1,064

Speedway Motorsports Inc. 2.4x 2.4x 2.3x 7.5x 7.5x 7.3x $1,170 $736 $497

Vail Resorts Inc. 2.3x 2.2x 2.0x 12.8x 11.0x 9.4x $2,372 $1,911 $1,024

The Walt Disney Company 2.4x 2.4x 2.2x 9.2x 8.8x 7.9x $100,737 $87,330 $42,278

World Wrestling Entertainment Inc. 0.9x 0.9x 0.9x 7.8x 7.4x 5.8x $457 $604 $482

High 4.1x 4.1x 3.9x 12.8x 11.5x 10.8x $100,737 $87,330 $42,278

Median 2.4x 2.4x 2.3x 8.2x 8.0x 7.6x $2,642 $1,777 $1,044

Mean 2.2x 2.2x 2.1x 9.1x 8.6x 7.8x $14,589 $12,321 $6,576

Low 0.5x 0.5x 0.5x 7.2x 7.0x 5.8x $457 $604 $482

• The following companies were used to determine the terminal multiple for the DCF approach and to calculate the industry WACC